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Exhibit 10.1
SECOND AMENDMENT TO
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REVOLVING CREDIT AGREEMENT
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This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as
of
January 20, 2005 (the "SECOND AMENDMENT"), is entered into by
and among
INTERSTATE BAKERIES CORPORATION, a Delaware corporation ("PARENT
BORROWER"), a
debtor and debtor-in-possession in a case pending under Chapter
11 of the
Bankruptcy Code, each of the direct and indirect subsidiaries of
the Parent
Borrower party to the Credit Agreement (as defined below) (each
individually a
"SUBSIDIARY BORROWER" and collectively the "SUBSIDIARY
BORROWERS"; and together
with the Parent Borrower, the "BORROWERS"), each of which is a
debtor and
debtor-in-possession in a case pending under Chapter 11 of the
Bankruptcy Code,
JPMORGAN CHASE BANK, N.A., a national banking association
(formerly known as
JPMorgan Chase Bank) ("JPMCB"), and each of the other commercial
banks, finance
companies, insurance companies or other financial institutions
or funds from
time to time party to the Credit Agreement (together with JPMCB,
the
"LENDERS"), JPMORGAN CHASE BANK, N.A., a national banking
association (formerly
known as JPMorgan Chase Bank), as administrative agent (the
"ADMINISTRATIVE
AGENT") for the Lenders, and JPMORGAN CHASE BANK, N.A., a
national banking
association (formerly known as JPMorgan Chase Bank), as
collateral agent (the
"COLLATERAL AGENT") for the Lenders.
WITNESSETH:
WHEREAS, the Borrowers, the Lenders, the Administrative Agent
and the
Collateral Agent are parties to that certain Revolving Credit
Agreement dated
as of September 23, 2004 and as amended by that certain First
Amendment to
Revolving Credit Agreement dated as of November 1, 2004
(together, the "CREDIT
AGREEMENT"), pursuant to which the Lenders have made available
to the Borrowers
a revolving credit and letter of credit facility in an aggregate
principal
amount not to exceed $200,000,000; and
WHEREAS, the Borrowers and the Lenders desire to amend and
supplement
the Credit Agreement to reflect certain modifications to the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual
agreements herein set forth and other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not
otherwise
defined in this Second Amendment are used as defined in the
Credit Agreement.
Section 2. Amendments to Credit Agreement. Subject to the
conditions
set forth in Section 3 hereof, the Credit Agreement is hereby
amended as
follows:
2.1 Section 2.2(c) of the Credit Agreement is hereby amended
by
deleting the text "Section 5.1(f)" and substituting therefor the
text
"Section 5.1(g)".
<PAGE>
2.2 Section 4.2(h) of the Credit Agreement is hereby amended
by
deleting the date "January 20, 2005" and substituting therefor
the date
"May 28, 2005".
2.3 Section 5.1(g) of the Credit Agreement is hereby amended
as
follows:
2.3.1 by deleting the date "January 20, 2005" and
substituting
therefor the date "May 28, 2005"; and
2.3.2 by deleting the text "Section 5.1(h)" and substituting
therefor the text "Section 5.1(i)".
2.4 Section 5.1(h) of the Credit Agreement is hereby amended
by
deleting the date "January 20, 2005" and substituting therefor
the date
"May 28, 2005".
2.5 Section 5.1(i) of the Credit Agreement is hereby amended
as
follows:
2.5.1 by deleting the date "March 5, 2005" and substituting
therefor the date "August 20, 2005"; and
2.5.2 by deleting the date "April 19, 2005" and substituting
therefor the date "October 4, 2005".
2.6 Section 6.4 of the Credit Agreement is hereby amended in
its
entirety to read as follows:
Each of the Borrowers will not (and will not apply to the
Bankruptcy
Court for authority to), and will cause each of their
respective
Subsidiaries not to, make Capital Expenditures during any
fiscal
quarter of the Borrowers, commencing with the fiscal quarter
ending
March 5, 2005, in an aggregate amount in excess of the
amount
specified opposite such fiscal quarter; provided that if the
amount of
Capital Expenditures that are made during the fiscal quarter
ending
March 5, 2005 is less than the amount thereof that is permitted
to be
made during such fiscal quarter, the unused portion thereof may
be
carried forward to and made during the fiscal quarter ending May
28,
2005:
Fiscal Quart
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